Draft Form Adv Part 2a Brochure

Skill: Draft Form ADV Part 2A Brochure

1. Subject-matter triage (only if applicable)

• Confirm the adviser is newly registered and the brochure must read as an initial brochure unless the source materials clearly support an amendment.
• Separate brochure drafting from issues spotting: the brochure is the primary deliverable; the memo is secondary and should only be finalized after the brochure is complete.
• Inventory all source materials first, including the advisory agreement, fee schedule, compliance policies, personnel bios, organizational documents, custody and brokerage memoranda, and any solicitation or referral materials.
• If source documents speak to the same topic in different ways, treat that as a disclosure problem to resolve, not a drafting gap to ignore.

2. Failure modes the skill is correcting

• Producing generic Form ADV language instead of firm-specific disclosure tied to the source record.
• Omitting required Item topics, cover-page language, or the initial-brochure statement.
• Failing to reconcile discrepancies across source documents before finalizing the client-facing brochure.
• Missing conflicts, custody implications, solicitation arrangements, or brokerage-practice disclosures that belong in specific Items.
• Writing an issues memo that describes problems but does not identify the source conflict, the disclosure impact, and the follow-up needed to cure it.

3. Legal frameworks / domain conventions that apply

• Use the Form ADV Part 2A framework and organize disclosure by the required Items.
• Item 2 should identify the brochure as initial if the adviser is newly registered; if the record instead supports an amendment, disclose material changes since the prior annual update.
• Item 4 should describe advisory business facts that are current and specific: services, client types, assets under management, account minimums, and wrap-fee participation if any.
• Item 5 should state fees, billing mechanics, termination notice, and expense allocation; reconcile any inconsistent fee or notice language across the source set.
• Item 6 should address performance-based compensation and side-by-side management only if the source materials support it.
• Item 8 should disclose methods of analysis, strategies, and material risks in a strategy-specific way.
• Item 10 should identify affiliates, principal interests, or other relationships that create conflicts and explain the conflict-management approach.
• Item 11 should describe the code of ethics and personal trading controls.
• Item 12 should address brokerage practices, including trade aggregation, directed brokerage, soft-dollar or other commission-based research arrangements, and mixed-use allocation if applicable.
• Item 13 should disclose how often accounts are reviewed, what triggers reviews, and who performs them.
• Item 14 should address referral or solicitation compensation and any related rule framework identified in the source materials.
• Item 15 should analyze custody carefully, including fee-deduction-only custody, qualified-custodian handling, and direct statement delivery where relevant.
• Item 16 should state the scope of discretion with precision.
• Item 17 should disclose proxy voting practices or a decision not to vote.
• Item 18 should address financial-condition disclosure only if the form instructions require it on these facts.
• Use generally recognized Form ADV and SEC custody, brokerage, and solicitation principles as the controlling authorities for any legal proposition stated in the brochure or memo.

4. Analytical scaffolds

1. Read every source document and build a topic map keyed to Form ADV Items, not to the order in which the source documents appear.
2. Draft each Item from specific source facts; use boilerplate only to bridge structure, not to supply substance where facts are available.
3. Before analyzing any topic with multiple source references, enumerate the relevant source statements or related documents, then compare them one by one.
4. For each discrepancy, identify the source documents, the conflicting statements, the affected Item, and the disclosure consequence.
5. For fee issues, compare base fees, billing timing, proration, refunds, and termination notice language across all documents.
6. For custody, determine whether the adviser actually holds client assets, has deemed custody, or may rely on the fee-deduction-only exception; confirm the qualified custodian and statement-delivery mechanics if applicable.
7. For brokerage, identify any soft-dollar or mixed-use arrangement, the types of services or products involved, and the allocation logic used to distinguish research from non-research uses.
8. For referrals and solicitations, identify who is compensated, what conduct triggers payment, and whether the referenced rule language is current.
9. For each issue in the memo, give the conflict, the source support on each side, the disclosure or compliance risk, and the action needed to resolve it.
10. End the memo with concrete next steps that assign responsibility and timing, because diagnosis alone is incomplete.

5. Vertical / structural / temporal relationships (only if applicable)

• A newly registered adviser often drafts the brochure alongside the compliance manual, advisory agreement, fee schedule, and operating procedures; inconsistencies among those documents should be cured before filing and before the brochure is used with clients.
• If the source set contains both draft and final versions, treat the most current approved version as controlling unless the documents themselves say otherwise.
• If multiple people, entities, or programs are described, keep each disclosure tethered to the specific subject it governs; do not merge distinct business lines into one generic description.
• If the brochure depends on a condition that may change over time, state the present-tense rule and the triggering event that would require updating it.

6. Output structure conventions

• Produce two completed Word deliverables: the brochure and the source-document issues memo.
• The brochure should follow the Form ADV Item sequence with a cover page that includes the required statement about the adviser’s qualifications and business practices and the required SEC/state non-approval disclaimer.
• Use clear Item headings, concise prose, and firm-specific disclosure throughout; do not invent facts to fill gaps.
• The issues memo should be organized by issue, with a brief summary of the document conflict or gap, the implicated Item, the source documents involved, the regulatory or disclosure consequence, and the recommended resolution.
• Use an ordinal severity label for each memo issue and apply it consistently across the entire memo.
• If multiple issues exist, list them separately rather than collapsing them into one generalized concern.
• The memo must end with a Recommended Actions section that assigns each action to the relevant business owner, compliance officer, or counsel and ties it to filing, launch, or other near-term timing.